Exhibit 10.3
                           TECO ENERGY, INC.
                      1996 EQUITY INCENTIVE PLAN

             1998 Amendment to Nonstatutory Stock Options

     TECO  Energy,  Inc. (the "Company") hereby amends all outstanding
grants  to  ______________  of  nonstatutory stock options and limited
stock  appreciation  rights  under the Company's 1996 Equity Incentive
Plan  (including  those granted under its predecessor, the 1990 Equity
Incentive Plan) as set forth below. 

     The first sentence of the second paragraph of Section 3, entitled
Limited  Stock  Appreciation  Rights, is hereby amended to replace the
phrase "a cash payment" with the phrase "shares of Common Stock with a
value  (based on the average of the high and low trading prices on the
New  York  Stock Exchange on the day prior to exercise)", so that such
Section 3 shall read as follows:

     3.   Limited  Stock Appreciation Rights.  The Company grants
     to  the  Optionee  a  limited  stock  appreciation  right (a
     "Limited  Right")  with  respect to each share subject to an
     option  to  purchase hereunder (the "Related Option").  Upon
     exercise  of  a  Limited  Right,  the  Related  Option  will
     terminate,  and  upon  exercise  of  a  Related  Option, the
     corresponding  Limited Right will terminate.  Limited Rights
     will  be  exercisable  to  the same extent and upon the same
     terms  as  the  Related Options, except that a Limited Right
     may  be  exercised  only during a 90-day period beginning on
     the  first  day  following  a  Change in Control, as defined
     below, and if the Optionee is a Reporting Person, no Limited
     Right  may  be  exercised  within  six months after the date
     hereof.

          Upon  exercise of a Limited Right, the Optionee will be
     entitled  to  receive  shares  of  Common Stock with a value
     (based  on the average of the high and low trading prices on
     the  New  York  Stock Exchange on the day prior to exercise)
     equal  to the excess of (i) the highest per share price paid
     for shares of Common Stock in the transaction constituting a
     Change  in  Control  as described in subsections (a), (c) or
     (d)  below,  or in the case of a Change in Control described
     in  subsection  (b) below which does not occur in connection
     with such a transaction, the average trading price of shares
     of  Common  Stock on the New York Stock Exchange, such other
     national  securities  exchange  on  which  such  shares  are
     admitted  to trade or the National Association of Securities
     Dealers  Automated  Quotation  System, during the thirty-day
     period  ending  on the date immediately preceding the Change
     of  Control  over  (ii)  the exercise price per share of the
     Related Option.



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          For  purposes  of  this  Option,  a "Change in Control"
     means  a  change  in control of the Company of a nature that
     would be required to be reported in response to Item 6(e) of
     Schedule   14A  of  Regulation  14A  promulgated  under  the
     Securities  Exchange  Act of 1934, as amended (the "Exchange
     Act"),  whether  or  not  the Company is in fact required to
     comply therewith; provided, that, without limitation, such a
     Change in Control shall be deemed to have occurred if:

          (a)  any  "person"  (as  such  term is used in Sections
     13(d)  and  14(d)  of  the  Exchange  Act),  other  than the
     Company,  any  trustee or other fiduciary holding securities
     under   an  employee  benefit  plan  of  the  Company  or  a
     corporation owned directly or indirectly by the shareholders
     of  the  Company  in  substantially  the same proportions as
     their  ownership  of stock of the Company, is or becomes the
     "beneficial  owner"  (as  defined  in  Rule  13d-3 under the
     Exchange  Act)  directly  or indirectly of securities of the
     Company  representing  30%  or  more  of the combined voting
     power of the Company's then outstanding securities;

          (b)  during  any period of twenty-four (24) consecutive
     months  (not  including any period prior to the date of this
     Option),  individuals  who  at  the beginning of such period
     constitute the Board of Directors of the Company and any new
     director  (other  than a director designated by a person who
     has  entered  into an agreement with the Company to effect a
     transaction described in subsections (a), (c) or (d) of this
     Section  3)  whose election by the Board of Directors of the
     Company  or  nomination  for election by the shareholders of
     the  Company  was  approved by a vote of at least two-thirds
     (2/3)  of the directors then still in office who either were
     directors  at the beginning of such period or whose election
     or  nomination for election was previously so approved cease
     for any reason to constitute a majority thereof;

          (c)  the  shareholders  of the Company approve a merger
     or  consolidation  of the Company with any other corporation
     other  than (i) a merger or consolidation which would result
     i n   the  voting  securities  of  the  Company  outstanding
     immediately prior thereto continuing to represent (either by
     remaining  outstanding  or  by  being  converted into voting
     securities  of  the  surviving  entity)  at least 50% of the
     combined  voting securities of the Company or such surviving
     e n t ity  outstanding  immediately  after  such  merger  or
     consolidation  or (ii) a merger or consolidation effected to
     implement  a  recapitalization  of  the  Company (or similar
     transaction)   in  which  no  "person"  (as  defined  above)
     acquires  30%  or  more  of the combined voting power of the
     Company's then outstanding securities; or

          (d)  the  shareholders of the Company approve a plan of
     complete  liquidation of the Company or an agreement for the

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     sale  or  disposition by the Company of all or substantially
     all of the Company's assets.

          This Amendment shall be effective as of July 15, 1998.


                                   TECO ENERGY, INC.




                                   By:  ______________________   
                                        David E. Schwartz
                                        Secretary








































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